General Purchasing Conditions
- The original German text shall be the governing version. -
1. General, Scope
1.1 Our purchases and the work services to be provided to us in business transactions with contractors shall be made exclusively on the terms of our General Purchasing Conditions (hereinafter referred to as “Purchasing Conditions”). We contradict any deviating provisions, in particular contrary terms and conditions of the supplier or work contractor (hereinafter referred to jointly as “Contract Partner”), except in cases where we have expressly accepted these terms and conditions in writing. Our Purchasing Conditions shall apply even in cases where, in knowledge of contradictory conditions or conditions of the Contract Partner deviating from our Purchasing Conditions, we accept the delivery or service without reservation.
1.2 Where business relations already exist, our Purchasing Conditions shall apply also to all future business transactions with the Contract Partner.
1.3 All agreements shall be made in writing for their validity. This shall also apply to ancillary agreements and subsequent contract amendments.
1.4 We shall be bound by our purchase orders for not longer than two (2) weeks after submission if they are not previously accepted by the Contract Partner or the delivery has been made or the service provided.
2. Delivery, Transfer of Risk, Place of Fulfilment
2.1 Unless otherwise agreed, deliveries shall be made carriage paid.
2.2 Place of fulfilment and transfer of risk for the delivery shall be the consignment location stipulated by us in the purchase order under “Shipping address”.
3. Packing, Insurance
The costs of packing and any necessary transport insurance shall be included in the agreed prices.
4. Delivery Information, Documents
The Contract Partner shall be obliged to indicate the purchase order number, the respective DEHN identification number and the vendor number indicated in our purchase order on all shipping documents, delivery notes and invoices. Should he fail to do this, we shall not be responsible for the resulting delays in processing.
Payment shall be made after complete delivery or fulfilment of the service within 14 days of receipt of the invoice with 3% discount, thereafter net without deduction.
6. Period for Notice of Defects
We shall be entitled to notify the vendor of material defects and defects of title within two (2) weeks of their discovery without forfeiture of any rights (§ 377 German Commercial Code [HGB]).
7. Notice of Changes in Production
If the Contract Partner has continuous business relations with us, he shall be obliged to notify us in writing without delay should he intend to change products or processes affecting the products purchased by us. This notification obligation shall apply even if the change in products or processes is in line with technical progress.
8. Responsibility for Supplies to the Contract Partner
Even if he is a middleman, the Contract Partner shall be responsible for supplies or services procured by him as for his own supplies or services. This shall in particular with respect to defects.
If we wish to claim damages instead of the whole service, or in the event of a contract for work the right to carry out the work ourselves, the rectification of the defects shall already be deemed to have failed after the first unsuccessful attempt at rectification. This shall not infringe the statutory provisions for the waiving of the necessity to set a grace period.
10. Advertising Claims, Entrepreneur’s recourse, Suspicion of Defects
10.1 The vendor shall indemnify us against all claims by our customer (“Customer”) made by the Customer on the grounds of advertising claims by the vendor, by his sub-supplier (as manufacturer in the context of § 4 paragraph 1 or 2 of the Product Liability Act) or by an aide of the vendor or sub-supplier insofar as such claims by the Customer would not exist or would not exist in the same form or to the same extent without the advertising claim. This provision shall apply irrespective of whether the advertising claim is made before or after the acceptance of our purchase order.
10.2 The vendor shall indemnify us for a period of five (5) years after delivery against all claims for recourse of our customer (“Customer”) made by the Customer in accordance with § 478 paragraphs 2, 3 and 5 of the German Civil Code (BGB), insofar as such claims relate to material defects in the product supplied by the vendor. The statutory provisions shall apply to claims for defects of title in the products supplied.
10.3 If a material defect is discovered within six (6) months of delivery, it shall be assumed that the defect was already present at the time of transfer of risk unless this assumption is incompatible with the type of product or defect.
11. Product Liability, Reimbursement of Expenses, Product Liability Insurance
11.1 If the supplier is responsible for a product defect, he shall be obliged to indemnify us against claims for damages by third parties insofar as the cause lies within his sphere of control and organisation and he is directly liable vis-à-vis the third party.
11.2 Within the framework of his liability for defects in the context of clause 1, the vendor shall also be obliged to compensate us for any expenses resulting from or associated with a recall campaign conducted by us pursuant to §§ 683, 670 BGB and to §§ 830, 840, 426 BGB. As far as possible and reasonable, we shall inform the vendor of the content and scope of the recall measures to be conducted and give him an opportunity to comment. This shall not affect other statutory rights.
11.3 The vendor shall undertake to maintain product liability insurance with a lump-sum cover of EUR 10 million per case of personal injury or material damage. This shall not affect any further entitlement to claim damages that we may have.
12. Information Obligation in the Event of Foreseeable Delays
As soon as the Contract Partner has reason to assume that the observance of agreed delivery dates or periods is threatened, he shall be obliged to immediately notify us accordingly.
13. Supplies, Retention of Title, Duty to Exercise Care and Property Insurance Obligation
13.1 We reserve all rights, in particular ownership rights, to all parts, samples, drawings, standards sheets, printing templates, gauges, models, profiles, tools and moulds supplied by us. Neither the above-mentioned objects nor products manufactured with their use may be passed on to third parties, used for these purposes or for advertising purposes or for the Contract partner’s own purposes without our written approval.
They shall be protected by the Contract Partner against unauthorised access or use. Unless otherwise agreed, they must be returned to us in serviceable condition not later than with the final delivery.
13.2 The Contract Partner shall be obliged to insure our tools at their new values against fire or water damage and theft at his own expense. At the same time, the Contract Partner shall already assign to us all claims to compensation under this insurance; we hereby accept this assignment.
13.3 The Contract Partner shall be obliged to carry out any necessary inspection and maintenance work and all service and repair work on our tools in good time at his own expense. He must immediately notify us of any malfunctions; if he culpably fails to do so, this shall not affect claims for damages.
13.4 Tools, moulds and other production media that the Contract Partner has manufactured completely or in part at our expense shall become our property with their manufacture. They shall be stored carefully by the Contract Partner and maintained or replaced at his expense so that they can be used at any time.
14. Confidentiality, Copyright
We reserve the right of ownership and copyright with regard to illustrations, drawings, calculations and other documents; they must not be disclosed to third parties without our express written approval.
15. Data Security
We shall be entitled to process data of the Contract Partner relating to the business transactions with him in accordance with the German Federal Data Security Act.
16. Applicable Law, Legal Venue
16.1 German law shall apply to the mutual obligations under the contract, their conclusion, interpretation and implementation and to all contractual and business relationships resulting therefrom. Application of the UN Convention on Contracts for the International Sale of Goods (UN Sales Convention) and the associated laws of the Federal Republic of Germany shall be ruled out.
16.2 If the Contract Partner is a merchant, legal person under public law or special fund under public law, the place of fulfilment and legal venue for all rights and obligations arising from the contractual relationship shall be exclusively Nuremberg.
17. VAT Identification Number
VAT ID No. DE 133251475
DEHN + SÖHNE GmbH + Co. KG
Nuremberg – Neumarkt
Status September 2016